Equal Opportunity for All Investors Act of 2025
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The bill would create a free public exam allowing individuals to qualify as "accredited investors" — and thereby gain access to private securities offerings — based on demonstrated financial knowledge, rather than solely on income or net worth thresholds.
This would expand who can invest in unregistered securities such as private company shares and private funds, potentially opening private capital markets to a broader population of financially literate but not necessarily wealthy individuals.
What this bill would do
What it would do
The bill would direct the Securities and Exchange Commission (SEC) to revise its Regulation D definition of "accredited investor" to include any individual who passes a new certification exam. Currently, qualifying as an accredited investor generally requires meeting income or net worth thresholds. The bill would add a knowledge-based pathway: passing an SEC-designed test covering securities types, disclosure requirements, corporate governance, financial statements, risks of unregistered investments (such as limited liquidity, leverage, and information asymmetry), and potential conflicts of interest.
The bill would require the SEC to establish the exam within one year of enactment and would require a registered national securities association — such as FINRA — to administer it free of charge to the public within 180 days after the exam is established. It does not repeal the existing income- and net-worth-based accredited investor pathways; it adds a new examination-based route alongside them.
Key provisions
- 1Would require the SEC to revise the Regulation D definition of 'accredited investor' to include individuals who pass the new certification exam.
- 2Would direct the SEC to establish a certification exam within one year of enactment, designed so a financially sophisticated individual would be unlikely to fail.
- 3Would require the exam to test competency in securities types, disclosure rules, corporate governance, financial statements, risks of unregistered investments, and conflicts of interest.
- 4Would require a registered national securities association to administer the exam free of charge to the public within 180 days after the exam is established.
Who would be affected
Individual investors who have financial knowledge but do not meet current income or net worth thresholds for accredited investor status, and who want access to private securities offerings. Issuers of unregistered securities who could offer to a wider pool of investors, and registered national securities associations (such as FINRA) tasked with administering the exam.
Why it matters
If enacted, individuals who currently cannot access private equity, hedge funds, or private company offerings solely due to wealth requirements would gain a path in by passing a free exam. This shifts the gatekeeping standard from wealth to demonstrated knowledge, which could meaningfully expand the investor base for private markets and alter how private issuers approach retail outreach.
What would change
Changes to existing law
Amends Regulation D (17 C.F.R. § 230.500 et seq.) (Sec. 2(a))
Expands the definition of 'accredited investor' to include individuals who pass the new SEC-established certification exam.
Amends Securities Exchange Act of 1934, Section 15A (15 U.S.C. 78o-3) (Sec. 2(c))
Assigns to a registered national securities association the duty to administer the new accredited investor certification exam free of charge.
Agencies directed to act
Effective dates
- SEC must establish the certification exam
- Registered national securities association must begin administering exam free of charge
Funding and costs
Congressional Budget Office estimate
CBO estimates H.R. 3339 would have no effect on direct spending or revenues, with negligible net discretionary spending impact over the 2025–2030 period, as the SEC can offset implementation costs through fees.
CBO finds that H.R. 3339 would have no effect on direct (mandatory) spending or revenues over the 2025–2035 scoring window, and would not increase on-budget deficits in any future 10-year period. The main cost driver is a roughly $1 million discretionary expense in each of 2026 and 2027 to fund approximately three SEC employees needed to create an "accredited investor" certification exam and update related rules; because the SEC is authorized to collect fees to offset its annual appropriation, the net effect on discretionary spending is expected to be negligible. The bill contains no intergovernmental mandates; it does contain a private-sector mandate on entities that pay SEC fees, but CBO estimates the incremental cost would fall well below UMRA's $206 million annual threshold.
How implementation would work
The SEC would first design the certification exam — covering specified knowledge areas — within one year of enactment. The exam must be calibrated so a financially sophisticated person would be unlikely to fail. Once established, a registered national securities association (likely FINRA) would have 180 days to begin administering the exam free of charge. The SEC retains discretion to add additional competency criteria it deems in the public interest. After passing, an individual would be certified as an accredited investor under revised Regulation D and eligible for private securities offerings.
Legislative status & sources
Latest action
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
Official CRS summary
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This bill expands who may be considered an accredited investor for purposes of participating in private offerings of securities. (Certain unregistered securities may only be offered to accredited investors.)
Specifically, the bill allows an individual to qualify through an examination established by the Securities and Exchange Commission. The examination must
- be designed with an appropriate difficulty level such that an individual with financial sophistication or training would be unlikely to fail,
- include methods to determine competency and knowledge in certain areas such as the disclosure requirements of different securities, and
- be administered by a registered national securities association and offered free of charge to the public.
Currently, accredited investors must satisfy certain requirements indicating their reduced exposure to financial risk, including those related to income, net worth, or knowledge and experience.
Legislative subjects
Banking and financial institutions regulation; Finance and Financial Sector; Financial services and investments; Securities
Committee report
H. Rept. 119-127